TECHNOPOLIS PLC STOCK EXCHANGE RELEASE 1 March 2012 at 6.00 p.m.
Notice is given to the shareholders of Technopolis Plc to the Annual General Meeting to be held on Tuesday, 27 March 2012 at 1.00 p.m. at the address Tekniikantie 12 (Innopoli I), Espoo, Finland. The reception of persons who have registered for the meeting will commence at 12.30 p.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review by the Chairman of the Board
7. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2011
- Review by the Chief Executive Officer
8. Adoption of the annual accounts
9. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.20 per share be paid from the distributable profits of the parent company. The dividend shall be paid to shareholders who on the dividend record date 30 March 2012 are recorded in the shareholders’ register of the company held by Euroclear Finland Ltd. The dividend shall be paid on 11 April 2012.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders’ Nominating Committee proposes to the General Meeting that duly elected members of the Board of Directors be paid the following annual remuneration for the term of office expiring at the end of the next Annual General Meeting:
to the Chairman of the Board of Directors EUR 50,000,
to the Vice Chairman of the Board of Directors EUR 30,000, and
to the other members of the Board of Directors EUR 25,000 each.
The annual remuneration is paid on the condition that the Board member commits to using 50% of his or her annual remuneration to acquire Technopolis Plc shares on the market at the price determined in public trading. The shares are to be acquired within three weeks of the publication of the Interim Report for the period 1 January – 31 March, 2012. If the remuneration cannot be paid as shares in the company, it will be paid fully in cash. Board members are not allowed to transfer the shares obtained as annual remuneration before their membership in the Board has ended. Long-term and increasing shareholding by Board members is in the interests of all shareholders.
The Nominating Committee further proposes that for participation in the meetings of the Board of Directors each member of the Board of Directors shall, in addition to the annual remuneration, be paid a fee of EUR 600 and the Chairman of the Board of Directors a fee of EUR 1,200 for each Board meeting, and the chairmen of the committees a fee of EUR 800 and each member of the committees a fee of EUR 600 for each meeting of the committees, and that the travel expenses of the members of the Board of Directors and the members of the committees shall be compensated in accordance with the company’s travel policy.
12. Resolution on the number of members of the Board of Directors
The Nominating Committee proposes to the General Meeting that the Board of Directors shall comprise six (6) members.
13. Election of the Chairman, Vice Chairman and members of the Board of Directors
The Nominating Committee proposes to the General Meeting that the following individuals be re-elected members of the Board of Directors for a term of office ending at the end of the next Annual General Meeting:
Ms. Teija Andersen,
Mr. Carl-Johan Granvik
Mr. Pertti Huuskonen,
Mr. Pekka Korhonen,
Mr. Matti Pennanen, and
Mr. Timo Ritakallio.
Furthermore, the Nominating Committee proposes that Mr. Carl-Johan Granvik be elected as the Chairman of the Board of Directors and Mr. Matti Pennanen as the Vice Chairman for the same term of office.
The information essential to the Board work of all proposed individuals is presented on the company’s website www.technopolis.fi.
14. Resolution on the remuneration of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes to the General Meeting that the remuneration of the auditor to be elected be paid against the auditor’s reasonable invoice.
15. Election of the auditor
Based on the proposal of the Audit Committee the Board of Directors proposes to the General Meeting that KPMG Oy Ab, authorized public accountants, be re-elected auditor of the company for a term of office ending at the end of the next Annual General Meeting. KPMG Oy Ab has notified that Mr. Ari Eskelinen, APA, would act as responsible auditor.
16. Proposal by the Board of Directors to appoint a shareholders’ Nominating Committee
The Board of Directors proposes to the General Meeting that the General Meeting resolves to appoint a Nominating Committee to prepare proposals on the members and remuneration of the Board of Directors to the next Annual General Meeting. The Nominating Committee shall be composed of three members representing the three largest shareholders, who may not be members of the Board of Directors, and the Chairman of the Board of Directors acting as an expert member and secretary of the committee. The member appointed by the largest shareholder shall act as chairman of the committee.
The right to nominate members representing shareholders belongs to the three shareholders who hold the largest share of all the votes in the company on 1 October preceding the next Annual General Meeting. Should a shareholder not wish to use its nomination right, the right to nominate is transferred to the next largest shareholder, who otherwise would not have the right to nominate a representative.
The largest shareholders are determined based on their registered shareholdings in the Finnish book-entry system. However, holdings by a shareholder, who under the Finnish Securities Markets Act is obliged to report certain changes in holdings (shareholder with a flagging obligation), shall be combined if the shareholder notifies the company’s Board of Directors in writing of such demand at the latest two business days before the date when the right to nominate representatives is determined. The shareholding of a holder of nominee registered shares is determined based on his/her latest flagging notification.
The term of office of the Nominating Committee shall continue until a new Nominating Committee is appointed, unless the General Meeting resolves otherwise. The Nominating Committee prepares the above-mentioned proposals also for an extraordinary General Meeting, if needed.
If the shareholders who have a right to nominate representatives change after 1 October preceding the next Annual General Meeting but no later than three months before the Annual General Meeting, the new shareholders who would be entitled to nominate representatives may nominate their representatives to the Nominating Committee. The right to nominate a representative must be used at the latest three months before the Annual General Meeting. In such a situation, the number of members of the committee is correspondingly increased.
If a member of the Nominating Committee resigns or is prevented from serving on the committee, the shareholder who nominated that member has a right to nominate another representative, provided that this can be done without significantly impeding the work of the committee. If such shareholder does not nominate another representative, the next shareholder who would be entitled to nominate a representative to the committee may do so.
A person, who could not be appointed to a nomination committee of the Board of Directors according to the applicable Finnish Corporate Governance Code, cannot be appointed to the Nominating Committee. The Nominating Committee must also fulfill the requirements for independence in relation to the company set out in the Code.
17. Authorizing the Board of Directors to decide on the repurchase and/or on the acceptance as pledge of own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase and/or on the acceptance as pledge of the company's own shares as follows.
The amount of own shares to be repurchased and/or accepted as pledge shall not exceed 6,338,500 shares, which corresponds to approximately 10 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorization.
Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
The Board of Directors decides how own shares will be repurchased and/or accepted as pledge. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorization is effective until the end of the next Annual General Meeting, however, no longer than until 30 June 2013.
18. Authorizing the Board of Directors to decide on the issuance of shares as well as the issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the issuance of shares as well as the issuance of other special rights entitling to shares referred to in Chapter 10 Section 1 of the Companies Act as follows.
The amount of shares to be issued shall not exceed 12,677,000 shares, which corresponds to approximately 20 per cent of all the shares in the company.
The Board of Directors decides on all the conditions of the issuance of shares and of special rights entitling to shares. The issuance of shares and of special rights entitling to shares may be carried out in deviation from the shareholders' pre-emptive rights (directed issue).
The Board of Directors may decide on the company’s share-based incentive schemes. However, no more than 350,000 shares may be issued on the basis of the authorization for the purpose of implementing incentive schemes decided upon by the General Meeting or the Board of Directors.
The authorization is effective until the end of the next Annual General Meeting, however, no longer than until 30 June 2013, and it cancels the authorization given to the Board of Directors by the General Meeting on 30 March 2011 to decide on the issuance of shares as well as the issuance of other special rights entitling to shares.
19. Closing of the meeting
B. Documents of the General Meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the General Meeting as well as this notice are available on Technopolis Plc’s website at www.technopolis.fi. The annual accounts, the report of the Board of Directors and the auditor’s report of Technopolis Plc are available on the above-mentioned website no later than 6 March 2012. The proposals for decisions and other documents mentioned above are also available at the General Meeting and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as from 10 April 2012 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 15 March 2012 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the General Meeting, shall register for the meeting no later than by Thursday 22 March 2012 by 10.00 a.m. by giving a prior notice of participation, which has to be received by the company no later than at the above-mentioned time. Such notice can be given:
a) on the company’s website at www.technopolis.fi/registration
b) by telephone to the number +358 46 712 0000 from Monday to Friday between 9.00 a.m. and 4.00 p.m. or
c) by regular mail to the address Technopolis Plc/General Meeting, Hiilikatu 3, 00180 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Technopolis Plc is used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the General Meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on 15 March 2012 would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 22 March 2012, by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay the necessary instructions regarding the registration in the temporary shareholder’s register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the General Meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.
Further information on the General Meeting and participation in the General Meeting is available on the company’s website at www.technopolis.fi/for_investors/general_meeting_2012.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to the address Technopolis Plc/ General Meeting, Hiilikatu 3, 00180 Helsinki, Finland, before the end of the registration period.
4. Other information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the General Meeting 1 March 2012, the total number of shares in Technopolis Plc is 63,385,044 and the total number of votes they represent is 63,385,044.
Espoo on 1 March 2012
TECHNOPOLIS PLC
BOARD OF DIRECTORS
Further information:
Keith Silverang, CEO, tel. +358 40 566 7785
Pertti Huuskonen, Chairman of the Board, tel. +358 40 068 0816
Distribution:
NASDAQ OMX Helsinki Ltd
Principal media
www.technopolis.fi